Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Marginal note:Publication

262.2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).

Marginal note:Annual return

263 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.

Marginal note:Certificate

• 263.1 (1) The Director may provide any person with a certificate stating that a corporation

  • (a) has sent to the Director a document or other information required to be sent under this Act;

  • (b) has paid all required fees; or

  • (c) exists as of a certain date.

• Marginal note:Director may refuse to issue certificate of existence

  (2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document or other information required to be sent under this Act or is in default of paying a required fee.

Marginal note:Alteration

264 The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.

Marginal note:Corrections at request of Director

• 265 (1) If there is an error in articles, a notice, a certificate or other document, the directors or shareholders of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take such other steps as the Director may reasonably require so that the Director may correct the document.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation.

• Marginal note:Corrections at the request of the corporation

  (3) The Director may, at the request of the corporation or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if

  • (a) the correction is approved by the directors of the corporation, unless the error is obvious or was made by the Director; and

  • (b) the Director is satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation and that the correction reflects the original intention of the corporation or the incorporators, as the case may be.

• Marginal note:Application to court

  (4) If, in the view of the Director, of the corporation or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the shareholders or creditors.

• Marginal note:Notice to Director

  (5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Director may require surrender of document

  (6) The Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document.

• Marginal note:Date of corrected document

  (7) A corrected document shall bear the date of the document it replaces unless

  • (a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or

  • (b) the court decides otherwise.

• Marginal note:Notice

  (8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay give notice of the correction in a publication generally available to the public.

Marginal note:Cancellation of articles by Director

• 265.1 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a corporation.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation.

• Marginal note:Request to Director to cancel articles

  (3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and related certificate of the corporation if

  • (a) the cancellation is approved by the directors of the corporation; and

  • (b) the Director is satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators, as the case may be.

• Marginal note:Application to court

  (4) If, in the view of the Director, of the corporation or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the shareholders or creditors.

• Marginal note:Notice to Director

  (5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Return of certificate

  (6) The Director may demand the surrender of a cancelled certificate.

Marginal note:Examination

• 266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document or other information — except any information sent under section 21.21, an application referred to in subsection 21.303(3) and any related document and a report sent to the Director under subsection 230(2) — that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation.

• Marginal note:Copies or extracts

  (2) The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

Marginal note:Information not to be made available

• 266.1 (1) The Director shall not make available any information that could reasonably be expected to reveal the identity of a person who, on their own initiative, provides information relating to the commission or potential commission of a wrongdoing, or any information provided by the person in relation to the commission or potential commission, unless the person providing the information consents to its being made available.

• Marginal note:Exception — investigations

  (2) Despite subsection (1), the Director may provide information referred to in that subsection to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity.

• Marginal note:Definition of wrongdoing

  (3) In this section, wrongdoing includes

  • (a) a contravention of any provision of this Act or the regulations;

  • (b) the formation of a corporation for a fraudulent or unlawful purpose; or

  • (c) any fraudulent or dishonest actions of persons concerned with the formation, business or affairs of a corporation.

Marginal note:Director’s obligation to keep documents

• 267 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.

• Marginal note:Obligation to furnish

  (2) If documents are kept by the Director otherwise than in written form,

  • (a) the Director shall furnish any copy required to be furnished under subsection 266(2) in intelligible form; and

  • (b) a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

• Marginal note:Time period for keeping and producing documents

  (3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 262 and other prescribed documents or prescribed class of documents — after the end of the period prescribed for the keeping or production of the document or class of documents.

Marginal note:Form of publication

267.1 Information or notices required by this Act to be summarized in a publication generally available to the public or published by the Director may be made available to the public or published by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.

Marginal note:Definition of charter

• 268 (1) In this section, charter includes

  • (a) an act of incorporation and any amendments thereto; and

  • (b) letters patent of incorporation and any letters patent supplementary thereto.

• Marginal note:Amendment of charter — special Act

  (2) In connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under a special Act of Parliament who are entitled to vote at annual meetings of shareholders may, despite the charter of the body corporate,

  • (a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and

  • (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

• Marginal note:Amendment of charter — other Act

  (2.1) In connection with a continuance under this Act, the shareholders of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, who are entitled to vote at annual meetings of shareholders may, subject to any other Act of Parliament or the charter of the body corporate,

  • (a) by special resolution, authorize the directors of the body corporate to apply under section 187 for a certificate of continuance; and

  • (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

• Marginal note:Change of class rights

  (3) Despite subsections (2) and (2.1), the shareholders of a body corporate may not, by a special resolution under any of those subsections, make any change of the nature referred to in subsection 176(1) that affects a class or series of shares, unless

  • (a) the charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 176(1)(a), (b) or (e); or

  • (b) the holders of the class or series of shares approve the change in accordance with section 176.

• Marginal note:Authorizing continuance

  (4) Subject to subsection (6), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

• Marginal note:Authorizing continuance

  (4.1) Subject to subsection (6), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

• Marginal note:Financial institutions

  (4.2) For the purposes of this section, every body corporate that is incorporated or continued under an Act of Parliament and to which the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act applies is deemed to be incorporated or continued by or under an Act of Parliament other than this Act or a special Act.

• Marginal note:No dissent

  (5) A shareholder is not entitled to dissent under section 190 in respect of an amendment made under subsection (2), (2.1), (3), (4) or (4.1).

• Marginal note:Discretionary continuance

  (6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which the Canada Not-for-profit Corporations Act does not apply, apply for a certificate of continuance under section 187 within any period that may be prescribed except for the following:

  • (a) a bank;

  • (a.1) an association to which the Cooperative Credit Associations Act applies;

  • (b) a company or society to which the Insurance Companies Act applies; and

  • (c) a company to which the Trust and Loan Companies Act applies.

• (7) [Repealed, 2009, c. 23, s. 311]

• Marginal note:Fees

  (8) A body corporate that obtains a certificate of continuance under this section is not required to pay any fees otherwise payable under this Act in respect of such continuance.

• Marginal note:Special Act no longer applicable

  (8.1) On the continuance of a body corporate incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.

• Marginal note:Idem

  (9) A body corporate referred to in subsection (6) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiration of that period.

• Marginal note:Continuance prohibited

  (10) A body corporate to which the Canada Not-for-profit Corporations Act applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187.

• Marginal note:Exception for railway companies

  (11) A body corporate that is incorporated by or under a Special Act, as defined in section 87 of the Canada Transportation Act, may apply for a certificate of continuance under section 187.